These MediDent Supplies Wholesale Terms apply to the Internet website and any other digital properties (collectively, the “Site”) operated by No Borders, Inc., No Borders Dental Resources and/or MediDent Supplies, Inc. (“MediDent Supplies”, “MDS”, “Seller”, “we”, or “us”). These terms and conditions govern your access to and use of this website as well as all transactions conducted on or through this site. Please read the following terms and conditions of use carefully before using this website. The term “Supplier” as used in these Wholesale Terms means a manufacturer, vendor, or other supplier of a Product that is purchased by Seller for distribution.
Charges to your credit card will appear as “MDS” or “NOBORDERS”. We gladly accept Visa and Mastercard. All invoiced amounts are due within thirty (30) days of the date of the invoice, unless stated otherwise on the invoice. Any invoiced amount remaining unpaid after the due date will be “Past Due.” Past Due balances are subject to an interest charge of one and one-half percent (1.5%) per month. Any interest charged and collected in excess of applicable state law will be returned. If Customer fails to pay any or all of the invoiced amount when due or if Customer’s credit or financial status erodes or otherwise renders Seller insecure, Seller may, in its sole discretion: (i) immediately suspend Seller’s performance or cancel all or any part of an order hereunder; (ii) change any payment term to a payment term determined by Seller (including imposing the requirement of cash payment upon delivery); (iii) pay any incentives, rebates, fees, or other discount arrangements net of (a) any amounts due hereunder from Customer (b) unauthorized deductions and service charges; and (iv) terminate and/or declare Customer ineligible for any incentives, rebates, fees, or other discount arrangements; (v) declare immediately due and payable all other amounts invoiced by Seller to Customer regardless of when such payments would otherwise be due from Customer, and/or (vi) increase the prices for Products and/or services. If any of the specified payment term due dates fall on a weekend day or holiday, payment is due and payable on the preceding business day.
We want you to be 100% satisfied with your purchase, so we’re offering a 60-day money-back guarantee period after you receive your product. If the product does not meet your expectation, you may return the product to receive a full refund. Please see our Return Policy.
Customer agrees to render payment in full to Seller on the applicable due date without making any deductions or adjustments to such payment obligation; or seeking to condition such remittance on any demand for or receipt of proofs of delivery.
In the event Customer files or is involved in any bankruptcy, insolvency or similar case or proceeding, Seller shall apply any amounts owed by Seller to the Customer, first to any pre-bankruptcy, non 11 U.S.C. § 503(b)(9) claims, and then to the 11 U.S.C. § 503(b)(9) claims.
Seller may set off any amount owing at any time from Customer (and with respect to any Customer account) to Seller (including its subsidiaries and affiliates) against any amount payable at any time by Seller to Customer, whether arising under these Wholesale Terms or otherwise.
Customer agrees to provide Seller with financial statements upon request. Customer authorizes Seller, its employees, representatives, and agents to (i) investigate information provided and Customer’s credit, financial and banking records, (ii) obtain Customer’s credit bureau report and (iii) share with its affiliates experiential and transactional information regarding Customer and Customer’s account. Seller is authorized to retain information obtained as part of the application process whether or not the requested account and/or credit is granted. Customer hereby unconditionally guarantees the performance of all obligations of any of its facilities under these Wholesale Terms, including the prompt payment of the purchase price and any applicable interest and other charges for all Products shipped to the facilities, and agrees to pay any outstanding past due amounts to Seller immediately upon demand by Seller.
Customer agrees to pay all reasonable attorney fees and expenses or cost incurred by Seller in enforcing its rights to collect amounts due from Customer.
All amounts payable under these Wholesale Terms are exclusive of sales, use, value-added, gross receipts, and other transaction taxes (“Transaction Taxes”). Customer will promptly pay and indemnify Seller against all such Transaction Taxes legally imposed upon and payable by Customer, unless Customer provides Seller satisfactory evidence of a valid tax exemption within applicable statutory requirements. Seller shall be fully responsible for and not entitled to any reimbursement for any taxes imposed upon Seller’s net income, unemployment insurance or social insurance or pensions, maintained pursuant to any laws, ordinances, codes or regulations.
Next Day Shipping Guarantee. Next day shipping applies to orders placed for in-stock items on regular business days. We reserve the right to hold shipment of any order for any reason. Out of stock inventory items will ship on the next possible shipping day after we have received stock.
Seller will have no obligation to resolve and Customer will hold Seller harmless and waives any rights to any discrepancy or to issue any credit or refund, or to replace any goods if such claim is not made within the applicable period below. All requests for proof of delivery must be made within sixty (60) days of Seller’s invoice date.
Any discrepancy between any order placed by Customer and Seller’s corresponding shipment(s) must be reported to Seller for resolution within ten (10) days of Seller’s invoice date.
Any price or payment discrepancies or any claims for reimbursement must be reported to Seller for resolution before the applicable invoice is due.
Shipping and handling charges, if any, for standard deliveries will be mutually agreed upon by separate agreement or by disclosure on the invoice. Shipping and handling charges may be added to the shipping invoice for deliveries outside the contiguous forty-eight (48) states, additional deliveries, emergency orders, rush orders, orders for Products not regularly stocked by Seller’s local servicing distribution center, cold chain orders, hazmat orders, bulk freight, and Products drop shipped from the supplier. For orders less than Seller’s minimum order requirement, Seller may add to the invoice a handling charge determined by Seller and disclosed to Customer prior to or at the time of order. A fuel surcharge, if applicable, may be added to the invoice. Detailed information on the fuel surcharge can be obtained by request. Seller has the right to ship Products at all times via its own vehicle or a carrier selected by Seller. For delivery directly to end-user patient/consumer’s place of residence made at the direction of Customer (“Patient Home Delivery”), in addition to Patient Home Delivery shipping and handling fees, Seller may charge Customer additional surcharges, including, but not limited to, signature fees, address or billing information correction fees, delivery area surcharges, and other accessorial fees.
For Bulk Delivery and General Sale Purposes: For delivery without any patient/consumer designation or segregation (“Bulk Delivery”), title and risk of loss for the Products will pass to Customer at the time the Products reach their designated destination, except that drop shipments directly from a Supplier will be shipped in accordance with the Supplier’s shipping policies. For Patient Home Delivery, ownership of the Products will transfer to Customer at the time Customer places the Product order with Seller but risk of loss will remain with Seller until the Products reach their designated destination.
If Seller is providing third-party logistics provider services to Customer or otherwise providing direct patient/consumer shipment services for Customer, Customer represents and warrants that (i) it has all required permits, licenses and prescriptions/physician orders necessary to dispense or administer Products to its patients, including, without limitation, all required licenses to dispense or administer the Products into the states in which Customer dispenses, administers or sells Products and (ii) it has verified that all recipients of the Products are appropriately registered or otherwise authorized to receive delivery of the Products. Customer is solely responsible for confirming that the Products ordered are appropriate and medically necessary for its patients and in compliance with the required prescriptions or physician orders.
In consideration of Seller allowing Customer to purchase Products at discounted prices, Customer agrees that Seller will be paid the difference between Seller’s acquisition cost and the discounted cost of the Product from the applicable Supplier (“Chargeback(s)”). In the event Seller is denied any Chargeback from a Supplier as a result of Customer providing incomplete, inaccurate, or incorrect information to Seller or Supplier, Customer will be liable to Seller for such Chargeback amount. In the event Supplier: (i) makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, or if a receiver or trustee is appointed with respect to a substantial part of Supplier’s property or a proceeding is commenced against it which will substantially impair its ability to pay on Chargebacks; or (ii) otherwise defaults in the payment of Chargebacks to Seller, Customer will be invoiced and become liable for the unpaid Chargebacks allocable to its purchases from Supplier.
DISCLAIMER. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. CUSTOMER WILL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE PROVIDER OF SERVICES (IF OTHER THAN SELLER) FOR ANY WARRANTY THEREON. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THESE Wholesale Terms.
CUSTOMER SHALL NOT HOLD SELLER LIABLE FOR ANY DEFECT IN PRODUCTS OR DEFECT IN SERVICES NOT PROVIDED BY SELLER, REGARDLESS OF KIND. CUSTOMER AGREES TO FILE SOLELY WITH THE MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES (IF OTHER THAN SELLER) ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR POSSESSION OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER BE LIABLE IN CONNECTION WITH, OR RELATED TO THESE Wholesale Terms FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, (INCLUDING LOST PROFITS) FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM ANY UNAVAILABILITY OF, DEFECT IN, OR MISSHIPMENT OF PRODUCTS OR THE PROVISION OF SERVICES, AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Unless specifically notified and agreed to in writing by Seller, Seller will not be bound by the terms and conditions of any government contracts to which Customer may be a party.
Customer represents and warrants that its execution, delivery and performance of these Wholesale Terms does not and will not constitute (i) a violation of any judgment, order, or decree binding on such Party; (ii) a breach under any contract by which such Party is bound; (iii) an event that would, with notice or lapse of time, or both, constitute such a breach or (iv) require any consent under any agreement between Customer and any other party. Customer will defend, indemnify and hold harmless Seller from and against any and all losses arising out of or resulting from its breach of any representation or warranty in this section.
In the event Customer or Seller ceases to do business with the other, regardless of the reason, Customer will purchase any and all Customer-Specific Inventory that is in transit to Customer or held in inventory by Seller for Customer, in amounts not to exceeds sixty (60) days of inventory based on Customer’s average daily purchases of the applicable Products. “Customer-Specific Inventory” means certain Products identified by Seller to be “custom products” or “special order items” with no ready market other than Customer, regardless of whether any of the Products could be classified for any other reasons or circumstances as standard usage products with a readily available market. In the event Customer fails to timely purchase such Customer-Specific Inventory as described above, Seller may, but is not required to, dispose of such Customer-Specific Inventory in a manner of its choosing and invoice Customer for any and all fees or costs incurred for such disposal.
Trademarks, service marks, logos, graphics, images, HTML, codes, multimedia clips, Java codes, button icons, banners and software appearing in this site are our property or the property of the party that provided the trademarks, service marks, logos or copyrighted material to us. We, and any party that provided any of the foregoing to us, retain all rights with respect to any of our or their respective trademarks, service marks, logos and copyrighted material appearing in this site. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.
Customer represents and warrants that it will fully comply with all Federal, state and local laws and regulations relating to its obligations under these Wholesale Terms or otherwise applicable to the purchase, handling, sale, distribution or dispensing of and the reimbursement for the Products and represents and warrants that: (i) pharmaceutical Products are being purchased for dispensing or administration to patients pursuant to a legitimate prescription; and (ii) any subsequent resale will be in compliance with applicable law and to a licensed healthcare provider for its dispensing or administration to patients pursuant to a legitimate prescription. Customer will defend, indemnify and hold Seller harmless from any and all liability arising out of or due to non-adherence with such legal or regulatory requirements or the foregoing representation and warranty.
Unless agreed to otherwise by the parties, all purchases under these Wholesale Terms by Customer will be for Customer’s “own use” as that term is defined in judicial or legislative interpretation, and Customer will comply with applicable manufacturers’ pricing criteria and policies. Customer shall not intentionally or knowingly participate in any Diversion of Products. “Diversion” shall mean: (i) any sale of Products purchased hereunder outside the United States by Customer; (ii) any sale or transfer of Products into the market by Customer that are expired or have been withdrawn from the market; (iii) any sale or transfer of Products by Customer to subsidiaries or affiliates of Customer for resale; or (iv) any sale or transfer of Products by Customer to any unauthorized third party for any reason. Customer acknowledges that purchases of Products from Seller may be subject to pricing, distribution, provenance, identification, return and chargeback policies from the manufacturers of such Products and that Customer is required to comply with all such manufacturer’s policies.
All obligations of Customer and any Customer accounts, regardless of affiliation, will be joint and several. To the fullest extent permitted by law, Customer waives any and all suretyship defenses, which Customer might otherwise have with regard to obligations to pay for Products purchased by any Customer facility. Without limiting the foregoing, such waiver includes a waiver of the defense that the original obligations were altered in any respect or the remedies or rights of Seller with respect to the original obligations were in any way impaired or suspended.
You will indemnify and hold us and our subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (collectively, the “Indemnified Parties”) harmless from any breach of these Terms of Service by you, including any use of Content other than as expressly authorized in these Terms of Service. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, attorney’s fees and expert witness fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.